united-states, taxesThe C corporation was registered but no shareholders were appointed and no transactions have been made in the tax year. Can we file 1120 with 0 shareholders? (Schedule K)
There’s no such thing “a C corp with no shareholders”. Technically impossible. A corporation is not a stray dog and must be owned by at least one person. Shareholders don’t get “appointed”, shareholders are those holding the shares. They’re the ones doing the appointing - appointing the directors, the officers, etc. Which you also must have (depending on the State rules, probably at least one director and one officer).
If you don’t have any transactions, any assets, any equity and any liabilities - you just file a return that reflects that. But you still have to file. Not you, actually, the Corporation. But I’m guessing you’re the one not owning it and not being the director and the officer in it.
.#1 to answer the question, someone should file an 1120 for the corporation, be it an officer of the company or a shareholder. Only in very special circumstances are shareholders disclosed with the 1120. One of the times requiring disclosure has to do with foreign (non-US) corporations and with certain foreign shareholders. The return used to ask for the percentage ownership of by its officers, but no longer does. Failure to file a return for a no assets, no income company is not a big deal. An 1120 is a tax return and not an information return. Penalties are based on tax liability.
To answer some of the comments. Yes, a corporation must have at least one shareholder or stakeholder, be it an individual or any other entity. There may be one exception to the requirement of a shareholder and that is a not-for-profit. It may technically be a corporation, but it has a special registration with the state that it is not for profit and thus, not subject to the federal and state corporation rules. Shares do not have to be physically issued. However, the corporation is required to have ownership records, typically in a stock book or with a third party. Shareholders do own a corporation, just as someone owns a car. Shareholders are responsible for electing a Board of Directors (BOD). The BOD approves of all the executive officers and is responsible for the overall direction of the company. The BOD has the authority to fire the president of the company. It is correct that there must be a BOD of some form under all the state laws I am familiar with. There are several terms, with their own results, which refer to methods causing the original corporation to no longer exist. Internal Revenue Code § 331, § 332 (liquidations and dissolutions) and § 368 (reorganizations) can cause the original corporation to no longer exist. At the time of execution of any of the code sections, the corporation can and typically does own assets, have liabilities and have equity. To dissolve, liquidate or reorganize a corporation there must be at least one shareholder. The same is required to operate a corporation. The circumstances of each of the Code Sections affect the shareholders. A corporation is a separate legal entity, but it is not a person and thus must have an owner. I hope this clarifies the comments.
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